SONIDA SENIOR LIVING, INC. 8-K

What Happened

• Sonida Senior Living, Inc. filed an 8-K reporting that independent director Shmuel S.Z. Lieberman notified the board on April 16, 2026 that he will resign effective April 27, 2026. The board appointed Sam Levinson on April 16, 2026 to fill the Class II director vacancy effective April 27, 2026. Levinson will serve as a director designee of Silk Partners LP under the Amended and Restated Investor Rights Agreement dated March 10, 2026 and was also added to the board’s Compensation Committee. The board determined Levinson meets NYSE independence standards. The 8-K also incorporates by reference into the company’s Nov. 5, 2025 Form 8‑K the Investor Rights Agreement (Mar. 10, 2026), an Amended and Restated Registration Rights Agreement, and the Investment Agreement dated Nov. 4, 2025.

Key Details

• Resignation: Shmuel S.Z. Lieberman will resign as an independent director effective April 27, 2026; the company reports no disagreement with him on company matters.
• Appointment: Sam Levinson appointed April 16, 2026, effective April 27, 2026, as a Class II director and to the Compensation Committee; his term expires at the company’s 2026 annual meeting.
• Investor agreements: The Amended and Restated Investor Rights Agreement is dated March 10, 2026; the Investment Agreement is dated November 4, 2025; these and an Amended and Restated Registration Rights Agreement are incorporated into the company’s Nov. 5, 2025 8‑K.
• Governance: Levinson will serve as a Silk Partners LP designee, per the Investor Rights Agreement; the board has concluded he is independent under NYSE rules.

Why It Matters

• Board composition and governance: A departing independent director and the appointment of a Silk designee can change board dynamics and committee makeup; investors should note the new director sits on the Compensation Committee and is considered independent.
• Investor arrangements: Incorporation of the investor, registration and investment agreements into a prior filing indicates those material agreements are part of the company’s public disclosures and may affect shareholder registration rights and the company’s relationship with major investors (Conversant parties and Silk). Investors tracking governance, voting influence or future equity actions should review the referenced agreements for details.